AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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HELMSTAR GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-2689850
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification
Organization) Number)
2 World Trade Center, Suite 2112
New York, New York 10048
(212) 775-0400
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Executive Offices)
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Helmstar Group, Inc. 1990 Incentive Compensation Plan
Helmstar Group, Inc. 1999 Stock Option Plan
George W. Benoit
Helmstar Group, Inc.
2 World Trade Center, Suite 2112
New York, New York 10048
(212) 775-0400
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Please send copies of all correspondence to:
George Lander, Esq.
Morse, Zelnick, Rose & Lander, LLP
450 Park Avenue
New York, New York 10022-2605
Telephone No. (212) 838-4175
Fax No. (212) 838-9190
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Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered (1) per Share Offering Price Fee
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Common Stock (par
value $.10 per
share) issued
pursuant to exercise
of options granted
under the 1990
Incentive
Compensation Plan,
as amended (the
"1990 Plan") 560,000 $2.02 (2) $1,131,200 (2) $314.47
- -----------------------------------------------------------------------------------------------------------------
Common Stock (par
value $.10 per
share) issuable
pursuant to options
that may be granted
under the 1999 Stock
Option Plan (the
"1999 Plan") (3) \ 350,000 $6.00 $2,100,000 $583.80
- -----------------------------------------------------------------------------------------------------------------
Total 910,000 $3,231,200 $898.27
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
this Registration Statement also covers an indeterminate number of additional
shares or rights which by reason of certain events specified in the 1990
Incentive Compensation Plan, as amended, and the 1999 Stock Option Plan
(collectively, the "Plans") become subject to the Plans.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of the weighted average exercise
price of $2.02 per share for outstanding options to purchase a total of 560,000
shares of Common Stock.
(3) Calculated in accordance with Rule 457(c) and Rule 457(h), the
proposed maximum offering price per share, proposed maximum aggregate offering
price and the amount of the registration fee are based upon the average of the
high and low sales prices reported on the American Stock Exchange on October 11,
1999, with respect to shares available for grant under the 1999 Plan.
HELMSTAR GROUP, INC.
REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Such documents need not be filed with the Securities and
Exchange Commission either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Commission pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") are incorporated in this
Prospectus by reference:
(1) Annual Report on Form 10-KSB for the fiscal year ended December 31,
1998;
(2) Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999;
(3) Quarterly Report on Form 10-QSB for the quarter ended June 30, 1999;
and
(4) The description of the Company's Common Stock, contained in the
Company's Registration Statement on Form 8-A registering such shares
pursuant to Section 12 of the Exchange Act, including any amendment or
report updating such information.
Each document filed subsequent to the date of this registration statement
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this registration statement is delivered,
upon the written or oral request of any such person, a copy of any document
incorporated by reference in this registration statement (other than exhibits
unless such exhibits are specifically incorporated by reference in such
documents). Requests should be directed to Helmstar Group, Inc., 2 World Trade
Center, Suite 2112, New York, New York 10048, (212) 775-0400, Attention: George
W. Benoit, President.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Sections 145 of the Delaware General Corporation Law grants to the
Company the power to indemnify the officers and directors of the Company, under
certain circumstances and subject to certain conditions and limitations as
stated therein, against all expenses and liabilities incurred by or imposed upon
them as a result of suits brought against them as such officers and directors if
they act in good faith and in a manner they reasonably believe to be in or not
opposed to the best interests of the Company and, with respect to any criminal
action or proceeding, have no reasonable cause to believe their conduct was
unlawful.
The Company's certificate of incorporation provides as follows:
"TENTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit."
Item 7. Exemption From Registration Claimed
Not Applicable
Item 8. Index to Exhibits
Certain of the following exhibits, as indicated parenthetically, were previously
filed as exhibits to other reports or registration statements filed by the
Registrant under the Securities Act or under the Exchange Act and are hereby
incorporated by reference.
Exhibit No. Description
4.1 Restated Certificate of Incorporation of the Registrant filed on July 31, 1987
and amendments thereto filed on June 8, 1989, September 14, 1990 and December
2, 1991. Certificate of change of location of registered office and of
registered agent filed on May 7, 1992. (Incorporated by reference to the
Registrant's Annual Report on Form 10-KSB for the year ended December 31,
1997.)
4.2 Amended and Restated By-Laws of the Registrant. (Incorporated by reference to
the Registrant's Annual Report on Form 10-KSB for the year ended December 31,
1995.)
4.3 1990 Incentive Compensation Plan (Incorporated by reference to the Registrant's
Annual Report on Form 10-KSB for the year ended December 31, 1995)
4.4 Amendment to the 1990 Incentive Compensation Plan (Incorporated by reference
to the Registrant's Annual Report on Form 10-KSB for the year ended December
31, 1996)
4.5 1999 Stock Option Plan
4.6 Form of Stock Option Agreement
5.1 Opinion of Morse, Zelnick, Rose & Lander, LLP as to legality of the securities
being registered
23.1 Consent of Richard A. Eisner & Company, LLP (independent public accountants)
23.2 Consent of Morse, Zelnick, Rose & Lander, LLP (included in Exhibit 5.1)
24 Power of Attorney (included in signature page)
Item 9. Undertakings
The undersigned hereby undertakes:
(a) To file, during any period in which it offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that paragraph (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(d) That, for the purpose of determining any liability under the
Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the provisions described in Item 6 of this Registration Statement,
or otherwise, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York on this 14th day of
October, 1999.
HELMSTAR GROUP, INC.
By: /s/ George W. Benoit
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George W. Benoit,
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints George W. Benoit, Kevin J. Benoit, or either one of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all pre-or post-effective amendments to
this Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might not could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities indicated on October 14, 1999.
Signatures Title
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/s/ George W. Benoit President, Chief Executive
- ---------------------------- Officer and Director
George W. Benoit
/s/ Anthony S. Conigliaro Chief Financial Officer
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Anthony s. Conigliaro
/s/ Charles W. Currie Director
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Charles W. Currie
/s/ David W. Dube Director
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David W. Dube
/s/ Kevin J. Benoit Director
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Kevin J. Benoit
/s/ Joseph G. Anastasi Director
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Joseph G. Anastasi
/s/ James J. Murtha Director
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James J. Murtha